Amendment No. 2 to the Amended and Restated Registration Rights Agreement



 Exhibit 10.64 
 AMENDMENT NO. 2 TO 
 AMENDED AND RESTATED

 REGISTRATION RIGHTS AGREEMENT 
 This AMENDMENT NO. 2 (this “Amendment”), dated as of September 22, 2009, by and among Palm, Inc., a Delaware corporation (the “Company”), Elevation Partners, L.P., a
Delaware limited partnership (“Elevation”), and Elevation Employee Side Fund, LLC, a Delaware limited liability company (“Side Fund”), amends that certain Amended and Restated Registration Rights Agreement, dated as
of January 9, 2009 (as amended, the “Agreement”), among the Company, Elevation and Side Fund. Capitalized terms that are not expressly defined herein shall have the meaning ascribed to them in the Agreement. 
 WHEREAS, the parties hereto previously entered into the Agreement, which relates to the Company, the Purchased Shares, the Conversion
Shares, the Warrants and the Warrant Shares; 
 WHEREAS, pursuant to Section 3.6 of the Agreement, the Company and the
Holders holding a majority of the Registrable Securities may amend the Agreement; and 
 WHEREAS, the Company and the Holders
holding all of the Registrable Securities are willing to amend the Agreement on the terms and conditions set forth herein; 
 NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 
 1. Amendment to Registrable Securities. The definition of “Registrable Securities” set forth in Exhibit A of the Agreement is hereby deleted in its entirety and replaced
with the following: 
 “‘Registrable Securities’ means (i) the Conversion Shares held by any Holder or
issuable upon the conversion of Series B Preferred Stock or Series C Preferred Stock held by the Holders, (ii) the Warrant Shares held by any Holder or issuable upon the exercise of Warrants held by the Holders, (iii) any of the 8,166,666
shares of Common Stock purchased and received by the Holders on March 13, 2009 and held by any Holder, (iv) any of the 2,153,846 shares of Common Stock purchased by the Holders on September 22, 2009 and held by any Holder and
(v) any Common Stock or other securities which may be issued, converted, exchanged or distributed in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any recapitalization,
reclassification, merger, consolidation, exchange or other similar reorganization with respect to the Conversion Shares, the Warrant Shares or the Common Stock described in clauses (iii) or (iv) of this sentence, as the case may be. As to
any particular Registrable Securities, once issued, such Registrable Securities shall cease to be Registrable Securities when (A) a registration statement with respect to the sale by the Holder of such securities shall have become effective
under the Securities Act and such securities shall have been disposed of in accordance with such registration








 
statement, (B) such securities shall have been distributed to the public pursuant to Rule 144, or (C) such securities shall have ceased to be outstanding. For purposes of this
Agreement, any required calculation of the amount of, or percentage of, Registrable Securities shall be based on the number of shares of Common Stock which are Registrable Securities, including shares issuable upon the conversion, exchange or
exercise of any security convertible, exchangeable or exercisable into Common Stock (including the Series B Preferred Stock, the Series C Preferred Stock and the Warrants).” 
 2. Effective Date. This Amendment shall be effective as of the date hereof. 
 3.
Continuing Effect of the Agreement. This Amendment shall not constitute an amendment of any other provision of the Agreement not expressly referred to herein. Except as expressly amended herein, the provisions of the Agreement are and
shall remain in full force and effect. 
 4. Governing Law. This Amendment shall be governed in all respects by the Laws of the
State of New York. 
 5. Headings. The descriptive headings of this Amendment are inserted for convenience only and do not
constitute a substantive part of this Amendment. 
 6. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 
 [Remainder of
Page Intentionally Left Blank] 
  

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 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly
authorized representative as of the day and date first above written. 
  

			
	PALM, INC.
		
	By:	 	 /s/ MARY E. DOYLE

	Name:	 	Mary E. Doyle
	Title:	 	Senior Vice President, General Counsel
	
	ELEVATION PARTNERS, L.P.
		
	By:	 	Elevation Associates, L.P.,
	 its general partner

		
	By:	 	Elevation Associates, LLC,
	its general partner
		
	By:	 	 /s/ FRED D. ANDERSON

	Name:	 	Fred D. Anderson
	Title:	 	Manager
	
	ELEVATION EMPLOYEE SIDE FUND, LLC
		
	By:	 	Elevation Management, LLC,
	its manager
		
	By:	 	 /s/ FRED D. ANDERSON

	Name:	 	Fred D. Anderson
	Title:	 	Manager


 [Signature Page to Amendment No. 2]